<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JULY 5, 2000
REGISTRATION NO. 333-39706
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ALPNET, INC.
------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UTAH 87-0356708
---- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
4460 S. HIGHLAND DR. #100
SALT LAKE CITY, UT 84124-3543
(801) 273-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES R. MORGAN
4460 S. HIGHLAND DR. #100
SALT LAKE CITY, UT 84124-3543
(801) 273-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of class of Proposed Proposed
securities to be Amount to be maximum offering maximum aggregate Amount of
registered registered (1) price per unit offering price registration fee
------------------------ ------------------ ------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common stock, no par
value 1,152,714 (2) $3.328 (3) 3,836,232 $1,013
</TABLE>
(1) Plus an indeterminate number of additional shares of common stock that may
be issued pursuant to stock splits and stock dividends with respect to the
registered shares.
(2) Number of shares issuable based on the terms of individual convertible
notes issued under the Company's Convertible Unsecured Note program. Number
includes Warrants of 384,238.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933 based on the average
of the high and low prices of the Company's Common Stock as reported on the
NASDAQ Smallcap Market on June 14, 2000.
--------------------------------------------------------------------------------
This registration statement shall hereafter become effective in accordance
with the provisions of section 8(a) of the Securities Act of 1933.
The Index to Exhibits is located at Page II-6.
<PAGE>
PROSPECTUS
ALPNET, INC.
1,152,714 COMMON SHARES
This Prospectus is part of a registration statement that covers 1,152,714
shares of our common stock. These shares may be offered and sold from time to
time by certain of our shareholders (the "Selling Shareholders"). We will not
receive any of the proceeds from the sale of the common shares. We will bear the
costs relating to the registration of the common shares, which we estimate to be
$22,540.
The common shares are traded on the Nasdaq Smallcap Market under the symbol
AILP. The average of the high and low prices of the common shares as reported on
the Nasdaq Smallcap Market on June 14, 2000 was $3.328 per Common Share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is July _____, 2000.
1
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TABLE OF CONTENTS
<TABLE>
<S> <C>
THE COMPANY................................................................... 3
RISK FACTORS.................................................................. 5
USE OF PROCEEDS...............................................................11
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION.................................12
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................14
WHERE YOU CAN FIND MORE INFORMATION...........................................14
DESCRIPTION OF CAPITAL STOCK..................................................15
</TABLE>
You should rely only on the information contained or incorporated by
reference in this Prospectus and in any accompanying Prospectus supplement. No
one has been authorized to provide you with different information.
The shares of common stock are not being offered in any jurisdiction where
the offer is not permitted.
You should not assume that the information in this Prospectus or any
Prospectus supplement is accurate as of any date other than the date on the
front of the documents.
2
<PAGE>
THE COMPANY
ALPNET, Inc. ("ALPNET" or the "Company") is a United States multinational
corporation which was incorporated in the State of Utah in 1980. The Company
provides services and solutions in the multilingual information management
services sector to businesses engaged in international trade. ALPNET is one of
the largest dedicated suppliers of such services and solutions in the world.
The Company was originally established to develop and market foreign
language translation software and is regarded as a pioneer in the field of
multilingual software development. The acquisition of several leading
translation service providers in 1987 and 1988 established the Company's
international presence. The Company further expanded into foreign markets in
1994 through the formation of additional foreign subsidiaries and branches. As
of December 31, 1999, the Company has wholly-owned foreign subsidiaries or
branches in the following countries: Canada, Brazil, United Kingdom, the
Republic of Ireland, Germany, France, Spain, the Netherlands, Sweden, Singapore,
Korea, China, Japan and Thailand.
During 1999, the Company embarked on a strategic repositioning to evolve
its current service offering into an Internet-based Application Service Provider
("ASP") which will rent multilingual information management software
applications via the Internet. The Company will also utilize this new ASP
business model to more effectively deliver its value-add information consultancy
and language technology integration services. Two strategic acquisitions were
completed during 1999 that form an integral part of this strategic
repositioning.
On June 30, 1999, the Company acquired EP Electronic Publishing Partners
GmbH ("EP"), a German corporation which designs and develops custom built
computer software systems for document, information, knowledge and translation
management. The technology and expertise obtained through this acquisition
provides the Company with a network-centric multilingual information management
system.
On July 30, 1999, the Company acquired Technical Publishing Services B.V.
("TPS"), a Dutch corporation providing information management consulting,
systems integration services and high-end SGML (Standard Generalized Markup
Language) and XML (eXtensible Markup Language) publishing solutions to
international clients.
The Company's existing service offering provides a full range of language
services and solutions specifically tailored to clients engaged in international
business. Among the services the Company offers are localization, documentation,
translation, information consultancy and language technology integration.
Localization is primarily offered to clients in the information technology
(IT) market and encompasses a complete linguistic, technical and cultural
adaptation of products for foreign language markets. Localization services
include glossary development, translation, content creation and adaption,
desktop publishing, electronic and web publishing, graphics, multimedia,
creative tasks, and a complete range of engineering and software testing
activities.
Documentation services are offered to a wide range of industrial clients in
the automotive, consumer electronics, telecommunication, financial services,
manufacturing, and other industries. The Company provides a complete service for
companies that produce printed and electronic documentation and training
materials. Documentation services include translation, glossary development,
electronic publishing, graphics and web publishing.
Translation services are offered to diverse clients from all industries.
Such services may include the translation of text in a brochure, memorandum,
sales presentation, letter, magazine or any other text. ALPNET performs
translation services through its entire network in 15 countries.
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Information consultancy services include information development and
content creation. Such services include information analysis and development of
information strategies. Clients can significantly increase efficiency and reduce
costs by applying controlled language authoring tools, creating information
using SGML or XML, implementing document management systems, and by following
established industry standards.
Language technology integration services include benchmarking and
evaluation of language tools, workflow definition and customization, process
optimization, controlled language definition, training, terminology management,
tools integration, database development and other language services such as the
utilization of translation memories, machine translation, and the definition of
production and quality assurance procedures.
The Company's position as a leading supplier of multilingual information
management services for almost 20 years has provided it with substantial
experience in managing linguistic resources spanning people, linguistic data and
technology. The Company currently offers its services on a project by project
basis according to the specific needs of the client. This project-based approach
makes client demand and resource planning difficult to predict which can lead to
fluctuating revenue and operating results. However, the globalization of
business and rapid growth of the Internet has intensified the need for clients
to implement effective multilingual information strategies to support their
Internet and eCommerce business models. Product life cycles and time-to-market
are shortening in many industries and businesses need to manage information in
Internet time while substantially reducing localization costs. A project-based
approach is too slow and costly in this new business environment.
The Company has recognized that a key business problem faced by its clients
is the absence of a cost-effective information management platform that exploits
the systematic use and reuse of information. Information reuse is essential in
translating and managing content in multiple languages. Poor reuse compromises
information quality and value and increases the cost of doing business globally.
The Company proposes to solve this business problem for its existing and future
clients by repositioning itself as an Internet-based ASP. Through an
Internet-based system called ALPNETXchange, the Company will host integrated
Web-based software applications that will enable clients to create, localize,
manage, warehouse, reuse and distribute information tailored for global and
local needs. The Company will host dedicated client data servers allowing
clients to integrate multilingual information management capabilities directly
into their own business processes. The Company's new ASP business model is
expected to transform multilingual business information into a globally reusable
asset.
ALPNET is organized as a Utah corporation with its principal executive
offices located at 4460 S. Highland Drive, Suite 100, Salt Lake City, Utah
84124-3543. Our telephone number is (888) 292-2819 and our electronic mail
address is [email protected].
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RISK FACTORS
Prospective investors should carefully consider and evaluate the following
factors relating to the Company and the offering of the Company's common stock,
together with the information and financial data set forth elsewhere in this
Prospectus or incorporated by reference herein, before making an investment in
the Company's common stock.
AN INVESTMENT IN THE COMPANY INVOLVES NUMEROUS SIGNIFICANT RISKS, INCLUDING
THOSE SET FORTH BELOW. THE FOLLOWING RISKS, AMONG OTHERS NOTED IN THIS
PROSPECTUS, SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY. THIS
PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS BASED ON CURRENT
EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF MANY FACTORS, INCLUDING THE RISK FACTORS SET FORTH BELOW AND ELSEWHERE
IN THIS PROSPECTUS. THE CAUTIONARY STATEMENTS MADE IN THIS PROSPECTUS SHOULD BE
READ AS BEING APPLICABLE TO ALL FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR
IN THIS PROSPECTUS.
THE REPOSITIONING OF THE COMPANY AS AN INTERNET-BASED APPLICATION SERVICE
PROVIDER (ASP) MAY BE DELAYED OR MAY NOT BE WIDELY ACCEPTED IN THE MARKETPLACE.
ALPNET's new business strategy and model of providing multilingual
information management services as an ASP and its new subscription pricing model
are new in the industry. Clients or prospective clients, especially some of
ALPNET's larger clients, may be unwilling or unable to accept these new methods
of doing business. This may restrict ALPNET's ability to increase revenues from
existing clients, obtain new clients, and sustain the growth that has been
projected. Delays in, or problems with, the implementation of the ASP business
model may also have an adverse effect upon existing, project-based client
relationships.
The ASP business model is still new in the Internet marketplace and there
may be new issues or obstacles to this business model that may be encountered
that could delay or prohibit its implementation in the industry.
REPOSITIONING ALPNET AS AN ASP COULD BE ADVERSELY AFFECTED IF THE DEVELOPMENT OF
ALPNETXCHANGE IS DELAYED OR IT FAILS TO OPERATE EFFECTIVELY
ALPNET's implementation of the Internet-based ASP business model is
dependent both upon industry-wide technology and processes that are being
developed for general use in the Internet environment as well as the Company's
technological development that will be integrated in the ALPNETXchange system.
Any delays or malfunction in either development or implementation of the
ALPNETXchange system and any related technology and processes may have a
material adverse effect upon ALPNET's business, financial condition, and results
of operations.
ALPNET'S REVENUE COULD BE NEGATIVELY AFFECTED BY THE DELAY OF ONE OF ITS
CLIENTS' PRODUCT RELEASES OR THE LOSS OF A MAJOR CLIENT.
A significant portion of ALPNET's revenue is linked to the product release
cycles of its clients. As a result, ALPNET performs varying amounts of work for
specific clients from year to year based on their product development schedules.
A major client in one year may not have use for a similar level of services in
another year. In addition, ALPNET derives a significant portion of its revenues
from large projects and programs for a limited number of clients. In 1999,
ALPNET's ten largest clients accounted for approximately 30% of its revenue. As
a result, the loss of any major client or a significant reduction in a large
project's scope could materially reduce its revenue and adversely affect its
business, financial condition and results of operations.
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ALPNET GENERALLY DOES NOT HAVE LONG-TERM CONTRACTS, WHICH MAKES REVENUE
FORECASTING DIFFICULT.
A majority of ALPNET's revenue is derived from individual projects rather
than long-term contracts. In addition, the majority of its revenue is subject to
the competitive bidding process. Therefore, ALPNET cannot assure that a client
will engage it for further services once a project is completed or that a client
will not unilaterally reduce the scope of, or terminate, existing projects. The
investor should not predict or anticipate ALPNET's future revenues based on the
number of clients it has or the size of existing projects. The absence of
long-term contracts creates an uncertain revenue stream, which could negatively
affect ALPNET's business, financial condition, and results of operations.
ALPNET HAS AN ACCUMULATED DEFICIT AND ANTICIPATES LOSSES IN THE YEAR 2000
RELATED TO THE REPOSITIONING OF THE COMPANY AS AN INTERNET-BASED APPLICATION
SERVICE PROVIDER (ASP).
ALPNET had an accumulated deficit of approximately $30.0 million as of
March 31, 2000. ALPNET is not permitted to pay dividends under Utah law until it
has eliminated its accumulated deficit. In addition, it is anticipated that the
Company will incur losses in the year 2000 as it makes the investments required
to reposition the Company as an Internet-based ASP. These expenditures will
include marketing and branding, investing in technology, expanding into new
markets, recruiting and training of new personnel, and retraining and
transitioning existing personnel who do not currently fit the Company's new
business model. The Company may also make acquisitions which may significantly
increase intangible assets, such as goodwill, and the charges that it may incur
in connection with the amortization of these intangible assets may have a
material adverse impact on its results of operations for the foreseeable future.
POTENTIAL FLUCTUATIONS IN ALPNET'S QUARTERLY RESULTS MAKE FINANCIAL FORECASTING
DIFFICULT AND COULD AFFECT THE COMMON STOCK TRADING PRICE.
As a result of fluctuations in ALPNET's revenue tied to its clients'
product release cycles, the length of sales cycles, rapid growth, potential
acquisitions, the emerging nature of the markets in which ALPNET competes, and
other factors outside its control, ALPNET believes that quarter-to-quarter
comparisons of results of operations are not necessarily meaningful. The
investor should not rely on the results of any one quarter as an indication of
ALPNET's future performance. If, in some future quarter, ALPNET's results of
operations were to fall below the expectations of securities analysts and
investors, the trading price of ALPNET's common stock would likely decline.
ALPNET MAY NEED ADDITIONAL FINANCING.
If actual revenues do not meet projections, ALPNET may not have sufficient
funds to pay all operating or other expenses. If ALPNET fails to generate
sufficient cash from operations to pay these expenses, management will need to
identify other sources of funds. ALPNET may not be able to borrow money or issue
more shares of common stock to meet its cash needs. Even if it can complete any
financing transactions, such may not be on terms that are favorable or
reasonable from ALPNET's perspective.
ALPNET MUST ATTRACT AND RETAIN PROFESSIONAL STAFF IN ORDER TO COMPLETE CLIENT
PROJECTS AND OBTAIN NEW PROJECTS.
ALPNET's failure to attract and retain qualified employees in the various
countries of operation could impair its ability to complete existing projects
and bid for, or obtain, new projects and, as a result, could have a material
adverse effect on its business, financial condition, and results of operations.
ALPNET's ability to grow and increase its market share largely depends on its
ability to hire, train, retain, and manage highly skilled employees on a global
level, including project managers, technical, translation, sales, and marketing
personnel. There is a significant shortage of, and intense competition for,
personnel who are qualified to perform the services ALPNET provides. ALPNET
cannot assure the investor that it will be able to attract a sufficient number
of qualified employees or that it will successfully train and manage the
employees it hires.
6
<PAGE>
ALPNET MAY BE UNABLE TO CONTINUE TO GROW AT ITS HISTORICAL GROWTH RATES OR TO
MANAGE ITS PROJECTED GROWTH EFFECTIVELY.
Continued growth is a key component for increasing the value of ALPNET's
common stock. In the past four years, ALPNET's business has grown significantly
and it anticipates future internal growth, growth resulting from the
repositioning of the Company, and potential growth through acquisitions. Such
growth would place a significant demand on management and operational resources.
In order to manage growth effectively, ALPNET must commit capital resources to
implement and improve its operational systems and controls. This additional
growth may further strain ALPNET's management and operational resources.
ALPNET's growth could also be adversely affected by many other factors,
including increased competition from traditional competitors, and new technology
driven competitors, as well as general economic downturns that slow down its
customer's need for Company services. As a result of these concerns, ALPNET
cannot be sure that it will continue to grow, or, if it does grow, that it will
be able to manage the new growth, maintain its historical growth rate, or meet
its projected growth rates.
ALPNET MAY BE LIABLE FOR DEFECTS OR ERRORS IN THE SOLUTIONS IT DEVELOPS.
Many of the services ALPNET provides are critical to its clients'
businesses. Any defects or errors in these solutions could result in:
- delayed or lost client revenues,
- adverse reaction to the Company's clients from their end users and,
ultimately, toward the Company,
- claims against the Company,
- negative publicity, and
- additional expenditures to correct the problem.
Liability claims could require ALPNET to spend significant time and money
in litigation or to pay significant damages. Although it maintains general
liability insurance, including coverage for errors and omissions, ALPNET cannot
assure the investor that this coverage will be available in amounts sufficient
to cover one or more large claims, or that the insurer will not disclaim
coverage as to any future claim.
ALPNET'S GOODWILL REPRESENTS A SIGNIFICANT PORTION OF ITS ASSETS; AMORTIZATION
OF GOODWILL WILL ADVERSELY IMPACT NET INCOME AND ALPNET MAY NEVER REALIZE THE
FULL VALUE OF ITS GOODWILL.
The purchase of subsidiaries in 1987, 1988 and 1999 has resulted in the
creation of significant goodwill, which is being amortized over periods of 12 to
25 years. At March 31, 2000, ALPNET had goodwill of approximately $10.9 million,
net of accumulated amortization. ALPNET will continue to incur non-cash charges
in connection with the amortization of goodwill (annually approximately
$960,000), and ALPNET expects these charges will have a significant adverse
impact on its results of operations for the foreseeable future.
ALPNET cannot assure the investor that it will ever realize the value of
this goodwill. In the future, as events or changes in circumstances indicate,
the carrying amount of goodwill may not be recoverable. If this were to occur,
ALPNET would evaluate the carrying value of its goodwill and may take an
accelerated charge to earnings. Any future determination requiring the write-off
of a significant portion of unamortized goodwill could have a material adverse
effect on ALPNET's business, financial condition, results of operations, and the
future value of its stock.
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ALPNET MAY HAVE DIFFICULTY IN IDENTIFYING AND COMPETING FOR ACQUISITION
OPPORTUNITIES.
ALPNET's business strategy includes the pursuit of strategic acquisitions.
From time to time, it has engaged in discussions with third parties concerning
potential acquisitions of niche expertise, businesses, and operations. ALPNET
currently does not have commitments or agreements with respect to any
acquisition. Potential acquisition candidates would include technology
companies, which traditionally are priced higher than the Company may be able to
cost justify. In executing its acquisition strategy, ALPNET may be unable to
identify suitable acquisition candidates. In addition, ALPNET expects to face
competition from other companies for acquisition candidates, making it more
difficult to acquire suitable companies on favorable terms.
PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT ATTENTION
AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS RESULTS.
If ALPNET pursues any acquisition, management could spend a significant
amount of time and financial resources to integrate the acquired business with
its existing business. To pay for an acquisition, ALPNET might use capital
stock, or cash, or a combination of both. Alternatively, ALPNET may borrow money
from a bank or other lender. If it uses capital stock, ALPNET's stockholders
will experience dilution. If it uses cash or debt financing, ALPNET's financial
liquidity will be reduced. In addition, from an accounting perspective, an
acquisition may involve nonrecurring charges or involve amortization of
significant amounts of goodwill that could adversely affect ALPNET's results of
operations.
Despite the investment of these financial resources and completion of due
diligence with respect to these efforts, an acquisition may not produce the
revenue, earnings, or business synergies that would be anticipated, and an
acquired service or technology may not perform as expected for a variety of
reasons, including the following:
- difficulties in the assimilation of the operations, technologies,
products and personnel of the acquired company,
- risks of entering markets in which the Company has no or limited prior
experience,
- expenses of any undisclosed or potential legal liabilities of the
acquired company,
- applicability of rules and regulations that might restrict the
Company's ability to operate, and
- potential loss of key employees of the acquired company.
IF ALPNET FAILS TO KEEP PACE WITH CHANGING TECHNOLOGIES, IT MAY LOSE CLIENTS.
ALPNET's market is characterized by rapidly changing client requirements,
evolving technologies, and industry standards. If ALPNET cannot keep pace with
these changes, its business could suffer. The Internet's recent growth and
strong influence in ALPNET's industry magnifies these characteristics. To
achieve its goals, ALPNET needs to develop strategic business solutions and
methodologies that keep pace with continuing changes in industry standards,
information technology, and client preferences.
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IF ALPNET LOSES THE SERVICES OF KEY PERSONNEL, ITS BUSINESS AND STOCK PRICE
COULD SUFFER.
ALPNET's future success depends in large part on the continued services of
a number of key personnel. The Company's management control and power is
concentrated in a few key global, regional, and local managers and executives.
The loss of the services of any of its key personnel could have a material
adverse effect on Company business, financial condition, and results of
operations. ALPNET might not be able to prevent key personnel, who may leave its
employ in the future, from disclosing or using its technical knowledge,
practices, or procedures. One or more of its key personnel might resign and join
a competitor or form a competing company. As a result, ALPNET might lose
existing or potential clients.
DIFFICULTIES PRESENTED BY INTERNATIONAL ECONOMIC, POLITICAL, LEGAL, ACCOUNTING,
AND BUSINESS FACTORS COULD NEGATIVELY AFFECT ALPNET'S BUSINESS IN INTERNATIONAL
MARKETS.
A large component of ALPNET's operations requires its ability to operate in
international markets, as evidenced by the majority of its operations currently
existing outside of the United States. The following risks, among others, are
inherent in doing business internationally:
- unexpected changes in regulatory requirements,
- changes in existing union and similar employee arrangements,
- difficulties in staffing and managing international operations,
- tariffs and other trade barriers,
- varying payment cycles,
- problems in collecting accounts receivable,
- political and economic instability,
- international currency issues, including fluctuations in currency
exchange rates,
- seasonal reductions in business activity, and
- potentially adverse tax consequences.
Any of these factors could have a material adverse effect on ALPNET's
business, financial condition, and results of operations.
ALPNET COMPETES IN A HIGHLY COMPETITIVE MARKET THAT HAS LOW BARRIERS TO ENTRY.
ALPNET provides a broad range of multilingual information management
services and is repositioning itself as an Internet-based ASP to its clients. As
a result, the market for its services is highly fragmented as the Company
competes against companies in various markets. Market competitors include
traditional translation companies as well as new technology companies attempting
to capitalize on the Internet opportunity. Current competitors include companies
such as Lionbridge Technologies, Inc., Berlitz International, Inc., Bowne & Co.,
Inc., Lernout & Hauspie Speech Products N.V., Sykes Enterprises, Inc., Xerox
Corporation, GlobalSight Corporation, Idiom Technologies, Inc., Uniscape, Inc.,
WorldPoint Interactive, Inc., and other regional vendors.
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ALPNET cannot assure the investor that it will compete successfully against
these companies in the future. Many of these companies have longer operating
histories; significantly greater financial, marketing, and other resources; and
greater name recognition than ALPNET. If it fails to be competitive with these
companies in the future, ALPNET's business will be materially and adversely
affected.
ALPNET also faces competition from internal localization departments in
large multinational companies, which have a vested interest in maintaining their
existence. Many of these companies are prime candidates to use ALPNET's ASP
services. Although companies are finding that simultaneous global release and
ongoing development and maintenance of Web-based applications require new skill
sets that are not available in-house, many of these companies may still perform
these services in-house rather than outsourcing them. If these companies
continue to localize their own products, ALPNET's business, financial condition,
and results of operations may be adversely affected.
There are relatively few barriers preventing companies from competing with
ALPNET. It does not own any patented technology that precludes or inhibits
others from entering its market. As a result, new market entrants pose a threat
to ALPNET's business. In addition to its existing competitors, ALPNET may face
further competition in the future from companies that do not presently offer
multilingual information management services. Companies currently providing
information technology services may choose to broaden their range of services to
include multilingual information management services. While ALPNET presently
uses translation memory software in its translation and localization processes
and other multilingual information management software in its production
processes, similar technologies in the marketplace may improve and become
sophisticated enough to compete with ALPNET's technology and service offerings.
ALPNET cannot assure the investor that it will be able to compete effectively
with these potential future competitors.
ALPNET MAY NOT BE ABLE TO MAINTAIN ITS REPUTATION OR EXPAND ITS NAME
RECOGNITION.
ALPNET believes that establishing and maintaining a good reputation and
name recognition is critical for attracting and expanding the targeted client
base. It also believes that the importance of reputation and name recognition
will increase due to the growing number of service providers in ALPNET's target
market. If ALPNET's reputation is damaged or if potential clients do not know
what services it provides, ALPNET may become less competitive or lose its market
share. Promotion and enhancement of its name will depend largely on its success
in providing high quality multilingual information management services, which it
cannot assure. If clients do not perceive ALPNET's services to be of high value
or high quality, its brand name and reputation could be materially and adversely
affected.
ALPNET'S COMMON STOCK IS PARTICULARLY SUBJECT TO VOLATILITY BECAUSE OF THE
INDUSTRY IN WHICH IT OPERATES.
The market price of ALPNET's common stock could fluctuate significantly as
a result of various factors including the following:
- variations in its operating results which may cause it to fail to meet
securities analysts' or investors' expectations,
- general economic and stock market conditions,
- changes in financial estimates by securities analysts,
- earnings and other announcements by, and changes in market valuations
of, providers of similar services as well as those of its clients,
- changes in business or regulatory conditions affecting ALPNET,
- announcements by ALPNET or its competitors of new service offerings,
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- announcements or implementation of technological innovations, and
- trading of ALPNET's common stock.
THE INVESTOR WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION BECAUSE THE NET
TANGIBLE BOOK VALUE OF THE COMMON STOCK TO BE ISSUED WILL BE LESS THAN THE
MARKET PRICE.
The market price as of the date of this Prospectus is substantially higher
than the net tangible book value per share of the outstanding common stock. If
the investor purchases common stock, it will incur immediate and substantial
dilution. Dilution is a reduction in the net tangible book value per share from
the price paid per share for the common stock.
THE INVESTOR MAY SUFFER A SUBSTANTIAL DILUTION BECAUSE OF THE EXERCISE OF
EMPLOYEE STOCK OPTIONS.
In accordance with its terms, the 1996 Executive Option Plan will expire on
September 1, 2000. The Company will not be granting any additional options under
this plan. As of May 31, 2000 there were outstanding options to purchase 847,666
shares of common stock under this plan, all of which will be vested on or before
September 1, 2000. Because all of these options have exercise prices
significantly below the current market price of the common stock, ALPNET expects
that all of the options will be exercised prior to September 1, 2000.
In addition, under the terms of the 1983 Nonstatutory Stock Option Plan,
the Company may grant options to its employees on an annual basis, up to fifteen
percent of the Company's outstanding Common Stock. To the extent these options
are exercised, there will be further dilution.
YOU SHOULD NOT EXPECT TO RECEIVE DIVIDENDS FROM ALPNET.
ALPNET is not permitted to pay dividends under Utah law until it has
eliminated its accumulated deficit and does not expect to declare or pay any
cash dividends in the near future.
USE OF PROCEEDS
All net proceeds from the sale of the common shares to be issued upon
conversion of the convertible notes and covered by this Prospectus will go to
the Selling Shareholders who offer and sell their shares. We will not receive
any proceeds from the sale of the common shares by the Selling Shareholders who
convert their convertible notes into common shares. Upon exercise of the
warrants issued in conjunction with the convertible notes, we will receive the
exercise price of the warrants. We will receive approximately $1,280,000, if all
of the warrants are exercised, and intend to use such proceeds for general
corporate purposes.
11
<PAGE>
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
All of the common shares registered for sale under this Prospectus will be
owned by the holders of certain convertible notes issued under the Company's
Convertible Unsecured Note program. These convertible notes and related warrants
were issued in June 2000. At any time following the date of issuance of the
convertible notes and prior to the payment of the convertible notes in full, the
holder may convert all or any portion of the outstanding principal amount of the
convertible notes into a number of shares of ALPNET's Common Stock determined by
dividing the principal amount designated by such holder to be converted by a
conversion price which is defined and set forth in each note. Upon payment of
each note in full, all conversion rights granted shall terminate. The holders of
the warrants may exercise the warrants at any time following the date of
issuance for a period of 2 years.
This Prospectus covers the resale by the Selling Shareholders of 768,476
shares of ALPNET Common Stock that the Selling Shareholders will receive upon
conversion of the convertible notes and 384,238 shares of ALPNET Common Stock
that the Selling Shareholders will receive upon exercise of the related
warrants.
ALPNET is registering the common shares covered by this Prospectus for the
Selling Shareholders. No Selling Shareholder holds in excess of 2 percent (2%)
of ALPNET's outstanding common stock. As used in this Prospectus, "Selling
Shareholders" includes the pledgees, donees, transferees or others who may later
hold the Selling Shareholders' interests. ALPNET will pay the costs and fees of
registering the common shares, but the Selling Shareholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common shares.
12
<PAGE>
The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock owned by each of them as of the date of this
Prospectus, including the shares offered hereby, and the number of common shares
which may be offered pursuant to this Prospectus. This information is based upon
information provided by or on behalf of the Selling Shareholders. The Selling
Shareholders may offer all, some or none of their shares.
<TABLE>
<CAPTION>
Common Stock Common Stock
NAME Beneficially Offered Hereby
Owned (1)
-------------------- ------------ --------------
<S> <C> <C>
Mike Lindseth 132,748 33,786
Raymond A. Lipkin 173,435 101,352
Paul V. Olson 130,052 33,786
Dennis E. Hecker 259,652 67,569
Eric P. Wilson 75,452 33,786
Ivor Carl Revere 113,463 94,596
John C. Pogue III 555,000 450,000
Donald W. Busby 337,568 317,568
Nick DeMare 20,271 20,271
--------- ---------
Total 1,797,641 1,152,714
========= =========
</TABLE>
--------------------
(1) Beneficial ownership is determined in accordance with the Rules of the SEC
and generally includes voting or investment power with respect to
securities. Except as otherwise indicated by footnote, and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
The Selling Shareholders may sell the common shares in the market or
otherwise, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, or at negotiated prices. In addition, the Selling
Shareholders may sell some or all of their common shares through:
- a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
When selling the common shares, the Selling Shareholders may enter into
hedging transactions. For example, the Selling Shareholders may:
- enter into transactions involving short sales of the common
shares by broker-dealers;
- sell common shares short themselves and redeliver such shares to
close out their short positions;
- enter into option or other types of transactions that require the
Selling Shareholder to deliver common shares to a broker-dealer, who
will then resell or transfer the common shares under this Prospectus; or
- loan or pledge the common shares to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged shares.
13
<PAGE>
The Selling Shareholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
Selling Shareholders may allow other broker-dealers to participate in resales.
However, the Selling Shareholders and any broker-dealers involved in the sale or
resale of the common shares may qualify as "underwriters" within the meaning of
the Section 2(a)(11) of the Securities Act of 1933 (the "1933 Act"). In
addition, the broker-dealers' commissions, discounts or concession may qualify
as underwriters' compensation under the 1933 Act. If the Selling Shareholders
qualify as "underwriters," they will be subject to the Prospectus delivery
requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling their common shares under this Prospectus, the
Selling Shareholders may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the 1933 Act;
- transfer their common shares in other ways not involving market
makers or established trading markets, including directly by gift,
distribution, or other transfer; or
- sell their common shares under Rule 144 of the 1933 Act rather
than under this Prospectus, if the transaction meets the requirements of
Rule 144.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Callister Nebeker & McCullough. As of the date of this Prospectus, no
attorneys with such firm owned any shares of common stock of ALPNET.
EXPERTS
The consolidated financial statements of Alpnet Inc. appearing in ALPNET's
Annual Report (Form 10-K) for the year ended December 31, 1999, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
- Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov. Most of our SEC filings are also available to you free of
charge at our web site at http://www.alpnet.com.
- Stock Market. The common shares are traded as "Smallcap Securities" on the
Nasdaq Smallcap Market. Material filed by ALPNET can be inspected at the offices
of the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
14
<PAGE>
- Information Incorporated by Reference. The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document.
- We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
1. ALPNET's Annual Report on Form 10-K for the year ended December 31,
1999, filed March 30, 2000, including all material incorporated by
reference therein.
2. ALPNET's Proxy Statement dated April 10, 2000.
3. ALPNET's Quarterly Report on From 10-Q for the quarter ended March 31,
2000, and filed May 12, 2000.
You may request free copies of these filings by writing or telephoning us
at the following address:
Investor Relations
4460 S. Highland Dr. #100
Salt Lake City, UT 84124-3543
(888) 292-2819 or (303) 292-1501
e-mail: [email protected].
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of the Company and certain
provisions of the Company's Articles of Incorporation and Bylaws is a summary
and is qualified in its entirety by the provisions of the Articles of
Incorporation and Bylaws, which have been incorporated by reference in the
Company's Registration Statement, of which this Prospectus is a part.
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, no par value and 4,000,000 shares of Preferred Stock, no par
value.
COMMON STOCK
At June 14, 2000, there were 27,964,040 shares of Common Stock outstanding
(plus up to 4,491,094 shares that may be issued upon exercise of outstanding
options and other convertible securities). The foregoing does not include the
shares offered pursuant to this Prospectus. The holders of Common Stock are
entitled to one vote for each share held on all matters submitted to a vote of
the stockholders.
In the event of liquidation, dissolution or winding up of the Company,
holders of the Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding shares of Preferred Stock. Holders of Common Stock have no
preemptive rights and no right to convert their Common Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are, and all shares of
Common Stock to be outstanding upon completion of this offering will be, fully
paid and nonassessable.
15
<PAGE>
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 4,000,000 shares of Preferred Stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series, without any further
vote or action by the stockholders. The issuance of Preferred Stock could
adversely affect the voting power of holders of Common Stock and the likelihood
that such holders will receive dividend payments and payments upon liquidation
may have the effect of delaying, deferring or preventing a change in control of
the Company, which could have a depressive effect on the market price of the
Company's Common Stock. Currently, the Company has 87,339 shares of Series D
Preferred Stock outstanding, which has voting rights as if the preferred shares
had been converted to common shares at the ratio of nine common shares for each
preferred share, for a total equivalent number of 786,051 common shares.
TRANSFER AGENT
The transfer agent for the Common Stock of the Company is American Stock
Transfer and Trust Company.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Registrant in
connection with the sale of the Common Stock being registered. All the amounts
shown are estimates except for the registration fee and the NASD filing fee.
<TABLE>
<S> <C>
Registration fee ................................. $ 1,013
NASD filing fee .................................. --
Nasdaq listing fee ............................... 11,527
Blue sky qualification fees and expenses ......... 1,000
Printing and engraving expenses .................. 1,000
Legal fees and expenses .......................... 2,500
Accounting fees and expenses ..................... 3,500
Transfer agent and registrar fees ................ --
Miscellaneous .................................... 2,000
Total .................................. $22,540
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Utah law provides for indemnification of directors and officers as follows:
16-10a-902 AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in Subsection (4), a corporation may indemnify an
individual made a party to a proceeding because he is or was a
director, against liability incurred in the proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or not opposed
to, the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
(2) A director's conduct with respect to any employee benefit plan for a
purpose he reasonably believed to be in or not opposed to the
interests of the participants in and beneficiaries of the plan is
conduct that satisfies he requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
II-1
<PAGE>
(4) A corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) in connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in his official capacity, in which proceeding he
was adjudged liable on the basis that he derived an improper
personal benefit.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
16-10a-903 MANDATORY INDEMNIFICATION OF DIRECTORS.
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.
16-10a-907 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation is entitled to mandatory indemnification
under Section 16-10a-903, and is entitled to apply for court-ordered
indemnification under Section 16-10a-905, in each case to the same
extent as a director;
(2) the corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as
to a director; and
(3) a corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy, and if provided for by
its articles of incorporation, bylaws, general or specific action of
its board of directors, or contract.
16-10a-908 INSURANCE.
A corporation may purchase and maintain liability insurance on behalf of a
person who is or was a director, officer, employee, fiduciary, or agent of the
corporation, or who, while serving as a director, officer, employee, fiduciary,
or agent of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary, or agent of
another foreign or domestic corporation or other person, or of an employee
benefit plan, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, fiduciary,
or agent, whether or not the corporation would have power to indemnify him
against the same liability under Sections 16-10a-902, 16-10a-903, or 16-10a-907.
Insurance may be procured from any insurance company designated by the board of
directors, whether the insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.
II-2
<PAGE>
16-10a-909 LIMITATIONS ON INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of
incorporation or bylaws, in a resolution of its shareholders or board
of directors, or in a contract (except an insurance policy) or
otherwise, is valid only if and to the extent the provision is not
inconsistent with this part. If the articles of incorporation limit
indemnification or advance of expenses, indemnification and advance of
expenses are valid only to the extent not inconsistent with the
articles of incorporation.
(2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent to the proceeding.
ITEM 16. EXHIBITS
The exhibits to this registration statement are listed in the index to exhibits
on page II-6.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424 (b)
if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 or Regulation S-X are not set forth in the
Prospectus, to deliver, or cause to be delivered to each person to whom the
Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake, State of Utah, on the 5th day of July
2000.
ALPNET, Inc.
By /s/ Jaap van der Meer
--------------------------
President and CEO
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act and the Powers of
Attorney previously filed, this Registration Statement has been signed below by
the following persons in the capabilities and on the date indicated.
\s\ Michael F. Eichner by James R. Morgan, attorney-in-fact 5 July 2000
----------------------------------------------------------- -----------
Michael F. Eichner
Chairman of the Board of Directors
\s\ Jaap van der Meer 5 July 2000
--------------------------------- -----------
Jaap van der Meer
President, CEO and Director
\s\ John W. Wittwer by James R. Morgan, attorney-in-fact 5 July 2000
-------------------------------------------------------- -----------
John W. Wittwer
Vice President Finance, Chief Financial
Officer and Director
\s\ James R. Morgan 5 July 2000
--------------------------------- -----------
James R. Morgan
Vice President Legal, Chief Legal
Officer and Director
\s\ Donald N. Reeves by James R. Morgan, attorney-in-fact 5 July 2000
--------------------------------------------------------- -----------
Donald N. Reeves
Director
\s\ Darnell L. Boehm by James R. Morgan, attorney-in-fact 5 July 2000
--------------------------------------------------------- -----------
Darnell L. Boehm
Director
\s\ Gerard J.M. Dijkstra by James R. Morgan, attorney-in-fact 5 July 2000
------------------------------------------------------------- -----------
Gerard J. M. Dijkstra
Director
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C> <C>
4.1 Form of Convertible Unsecured Note................................... (iii)
4.2 Form of Warrant to Purchase Common Stock of ALPNET, Inc.............. (iv)
5.1 Opinion of Callister, Nebeker & McCullough........................... (i)
23.1 Consent of Ernst & Young LLP, Independent Auditors................... (i)
23.2 Consent of Richter, Usher & Vineberg, Independent Auditors........... (i)
23.3 Consent of Friedman & Friedman, Independent Auditors................. (i)
23.4 Consent of Callister, Nebeker & McCullough........................... (ii)
</TABLE>
-------------------
(i) Filed herewith.
(ii) Contained in exhibit 5.1.
(iii) Previously filed as exhibit 4.1 to the Company's Form S-3 files with the
SEC on June 1, 2000, as file no. 333-38284.
(iv) Previously filed.
II-6
